Amended Tender Offer Statement by Issuer (sc To-i/a)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

NII HOLDINGS, INC.

(Name of Subject Company (Issuer) and Filing Person (as Offeror))

4.25% Convertible Senior Notes due 2023

(Title of Class of Securities)

62913F AM4

(CUSIP Number of Class of Securities)

Shana C. Smith

Vice President, General Counsel and Secretary

NII Holdings, Inc.

1405 S. Fern Street, #93001

Arlington, Virginia 22202

(703) 390-5100

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Charles W. Kemp

Williams Mullen

200 South 10^th Street

Richmond, Virginia 23219

(804) 420-6929

CALCULATION OF FILING FEE


Transaction Value (1)		Amount of Filing Fee (2)
$112,379,000		$14,586.79

(1)	Calculated solely for purposes of determining the amount of the filing fee. The calculation of the Transaction Value assumes that all $103,100,000 aggregate principal amount of NII Holdings, Inc.’s 4.25% Convertible Notes due 2023 are purchased at the tender offer price of $1,090 per $1,000 principal amount of such notes.
(2)	The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $129.80 for each $1,000,000 of the value of the transaction.

☒	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: $14,386.06		Filing Party: NII Holdings, Inc.
Form or Registration No.: SC TO-I and SC TO-I/A (File No. 005-78613)		Date Filed: February 5, 2020 and February 18, 2020

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

	☐	third-party tender offer subject to Rule 14d-1.
	☒	issuer tender offer subject to Rule 13e-4.
	☐	going-private transaction subject to Rule 13e-3.
	☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

	☐	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
	☐	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Introductory Statement

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) by NII Holdings, Inc., a Delaware corporation (“NII” or the “Company”), on February 5, 2020, as amended and supplemented by Amendment No. 1 to the Schedule TO filed on February 18, 2020 (as amended and supplemented, the “Schedule TO”), and relates to the Company’s offer to purchase (“Tender Offer”), up to $103,100,000 aggregate principal amount of its outstanding 4.25% Convertible Senior Notes due 2023 (the “Notes”), upon the terms and subject to the conditions set forth in (i) the Offer to Purchase, dated February 5, 2020 (the “Original Offer to Purchase”), a copy of which was previously filed as Exhibit (a)(1)(A) to the Schedule TO and (ii) Supplement No. 1 to the Offer to Purchase, dated February 18, 2020 (the “Supplement” and together with the Original Offer to Purchase, the “Offer to Purchase”), a copy of which was previously filed as Exhibit (a)(1)(B) to the Schedule TO.

This Amendment No. 2 is being filed solely to report the final results of the Tender Offer. Only those items amended are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO and the Offer to Purchase.

Item 11. Additional Information.

Item 11 is hereby amended and supplemented as follows:

On March 5, 2020, the Company issued a press release announcing the final results of the Tender Offer, which expired at 11:59 P.M., New York City time, on Wednesday, March 4, 2020. A copy of such press release is filed as Exhibit (a)(5)(iii) to this Schedule TO and is incorporated herein by reference.

Item 12. Exhibits.

Item 12 is hereby amended and supplemented by adding the following exhibits:


(a)(5)((iii)		Press Release announcing the final results of the Tender Offer, dated March 5, 2020.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: March 5, 2020	NII HOLDINGS, INC.

	By:	/s/ Shana C. Smith
	Name:	Shana C. Smith
	Title:	Vice President, General Counsel and Secretary

EXHIBIT INDEX


(a)(1)(A)		Offer to Purchase, dated February 5, 2020.*

(a)(1)(B)		Supplement No. 1 to the Offer to Purchase, dated February 18, 2020.*

(a)(5)(i)		Press Release announcing the commencement of the Tender Offer, dated February 5, 2020.*

(a)(5)(ii)		Press Release, dated February 18, 2020.*

(a)(5)(iii)		Press Release announcing the final results of the Tender Offer, dated March 5, 2020.

(b)		None.

(d)(1)		Indenture (including form of Note), dated as of August 14, 2018, between the Company and Wilmington Trust, National Association, as Trustee, relating to the Notes (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on August 14, 2018, File No. 001-37488 and incorporated herein by reference)*

(d)(2)	First Supplemental Indenture, dated as of December 18, 2019, between the Company and Wilmington Trust, National Association, as Trustee, relating to the Notes (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on December 18, 2019, File No. 001-37488 and incorporated herein by reference).*

(g)		None.

(h)		None.